Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2017 | Jan. 02, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Algae Dynamics Corp. | |
Entity Central Index Key | 1,607,679 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 13,337,521 | |
Trading Symbol | ADYNF | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
Condensed Interim Balance Sheet
Condensed Interim Balance Sheets (Unaudited) - CAD | Jun. 30, 2017 | Mar. 31, 2017 |
Current Assets | ||
Cash | CAD 1,553 | CAD 87 |
Prepaid expenses | 74,745 | 32,878 |
Amounts receivable, net | 13,335 | 11,963 |
Total Current Assets | 89,633 | 44,928 |
Equipment and leasehold improvements, net (Note 3) | 43,901 | 47,828 |
Total Assets | 133,534 | 92,756 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 416,035 | 286,792 |
Advances from shareholders and related parties (Note 4) | 29,122 | 22,347 |
Promissory note (Note 6a) | 48,899 | 16,456 |
Term loan (Note 5) | 50,796 | 48,894 |
Convertible notes (Note 6b and 6c) | 67,953 | 26,076 |
Derivative liability (Note 7) | 217,762 | 260,677 |
Warrant liability (Note 8b) | 115,555 | 236,200 |
Total Current Liabilities | 946,122 | 897,442 |
Going Concern (Note 1) | ||
Commitments and Contingencies (Note 10) | ||
STOCKHOLDERS' (DEFICIENCY) | ||
Common stock (Note 8a), no par value, unlimited amount authorized, 13,337,521 issued and outstanding as of June 30, 2017, (March 31, 2017 - 13,337,521) | 4,313,931 | 4,313,931 |
Additional paid in capital (Notes 8b and 8c) | 1,018,406 | 1,016,324 |
Equity to be issued (Note 8a) | 86,372 | |
Accumulated deficit | (6,231,297) | (6,134,941) |
Total Stockholders' (Deficiency) | (812,588) | (804,686) |
Total Liabilities and Stockholders' (Deficiency) | CAD 133,534 | CAD 92,756 |
Condensed Interim Balance Shee3
Condensed Interim Balance Sheets (Parenthetical) - CAD / shares | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Statement of Financial Position [Abstract] | ||
Common stock, no par value | ||
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 13,337,521 | 13,337,521 |
Common stock, shares outstanding | 13,337,521 | 13,337,521 |
Condensed Interim Statements of
Condensed Interim Statements of Operations (Unaudited) - CAD | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING EXPENSES | ||
Accretion expenses (Notes 5 and 6) | CAD 73,042 | CAD 5,897 |
Application and membership fees | 3,406 | 3,247 |
Amortization expense (Note 3) | 3,927 | 4,356 |
Bad debt recovery (Note 11) | (3,270) | |
Business development | 422 | 2,486 |
Fair value change in derivative liability (Note 7) | (61,047) | |
Foreign exchange gain | (5,056) | |
Interest | 2,039 | 1,045 |
Management fee (recovery) | (8,125) | |
Occupancy costs | 8,315 | 7,982 |
Office and general | 2,936 | 1,607 |
Professional fees (recovery) (Notes 8a, 8b, 8c and 12e) | (16,504) | 154,755 |
Research and development | 85,000 | 1,075 |
Stock based compensation (Note 8c) | 18,192 | 151,105 |
Telephone and internet services | 3,791 | 2,857 |
Travel | 5,398 | 5,025 |
Total Operating Expenses | 112,466 | 341,437 |
Net loss before income taxes | 112,466 | 341,437 |
Deferred income tax recovery | ||
Net Loss for the Period | CAD 112,466 | CAD 341,437 |
Net loss per common share - basic and diluted | CAD 0.01 | CAD 0.04 |
Weighted average common shares outstanding - basic and diluted | 13,337,521 | 9,728,634 |
Condensed Interim Statements o5
Condensed Interim Statements of Stockholders' Equity (Deficiency) (Unaudited) - 3 months ended Jun. 30, 2017 - CAD | Common Stock [Member] | Additional Paid-In Capital [Member] | Equity to be Issued [Member] | Accumulated Deficit [Member] | Total |
Balance at Mar. 31, 2017 | CAD 4,313,931 | CAD 1,016,324 | CAD (6,134,941) | CAD (804,686) | |
Balance, shares at Mar. 31, 2017 | 13,337,521 | ||||
Warrants expired (Note 8b) | (16,110) | 16,110 | |||
Stock based compensation (Notes 8c) | 18,192 | 18,192 | |||
Shares issued to consultants as compensation for services rendered (Note 8a) | 86,372 | 86,372 | |||
Net loss for the period | (112,466) | (112,466) | |||
Balance at Jun. 30, 2017 | CAD 4,313,931 | CAD 1,018,406 | CAD 86,372 | CAD (6,231,297) | CAD (812,588) |
Balance, shares at Jun. 30, 2017 | 13,337,521 |
Condensed Interim Statements o6
Condensed Interim Statements of Cash Flows (Unaudited) - CAD | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities | ||
Net loss for the period | CAD (112,466) | CAD (341,437) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 3,927 | 4,356 |
Stock based compensation (Note 8c) | 18,192 | 151,105 |
Change in warrant liability (Note 8b) | (179,358) | 21,783 |
Shares issued and to be issued for services (Note 8a) | 86,372 | 48,651 |
Accretion expense | 73,042 | 5,897 |
Foreign exchange gain | (5,056) | |
Professional fees | (13,898) | |
Change in operating assets and liabilities | ||
Prepaid expenses | (41,867) | 3,651 |
Amounts receivable | (1,372) | 254 |
Accounts payable and accrued liabilities | 129,243 | 15,294 |
Net cash flows used in operating activities | (43,241) | (90,446) |
Cash flows from financing activities | ||
Advances from shareholders | 6,775 | 50,855 |
Term loan proceeds | 40,000 | |
Convertible notes | 37,932 | |
Warrant exercise proceeds | 2,318 | |
Net cash flows from financing activities | 44,707 | 93,173 |
Net change in cash | 1,466 | 2,727 |
Cash position - beginning of period | 87 | 173 |
Cash position - end of period | 1,553 | 2,900 |
Supplemental Information: | ||
Income taxes paid | ||
Interest paid |
Nature of the Business and Goin
Nature of the Business and Going Concern | 3 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Nature of the Business and Going Concern | 1.) Nature of the Business and Going Concern Algae Dynamics Corp. (the “Company”) was incorporated under the Canada Business Corporations Act on October 7, 2008 as Converted Carbon of Canada Corp. On November 19, 2010, the Company amended its Articles of Incorporation to change its name to Converted Carbon Technologies Corp. and a further amendment was approved by the shareholders on August 28, 2014 to change the name to Algae Dynamics Corp. The Company is conducting research through sponsored research agreements with two universities to support development of health products utilizing cannabis, hemp and algae oil. The Company’s planned principal operations are the sale of oil extracted from cannabis oils plus the sale of uniquely formulated health products utilizing cannabis oils, algae oils and hemp oils. In May 2016, the Company signed a Letter of Engagement with Midtown Partners & Co, LLC to raise additional equity capital to support the implementation of its business plan; an addendum to this agreement was signed on January 17, 2017 and the agreement was extended for one year in August 2017. See Note 10. On May 8, 2017, the Company signed an additional consulting agreement with Carter, Terry & Company in connection with the proposed capital raise in a combination of equity and/or debt of the Company for a term of two years. See Note 10. In August 2017, the Company signed a Letter of Intent (LOI) with an authorized licensed producer of cannabis for medical purposes. See Note 13 The Company’s activities are subject to significant risks and uncertainties, including failing to obtain patents and failing to secure additional funding to operationalize the Company’s current technology before another company develops similar technology. These unaudited condensed interim financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company is in the development stage and has not yet realized profitable operations and has relied on non-operational sources to fund operations. The Company has suffered recurring losses and additional future losses are anticipated as the Company has not yet been able to generate revenue. In addition, as of June 30, 2017, the Company has a working capital deficiency of $856,489 (March 31, 2017 - $852,514) and an accumulated deficit of $6,231,297 (March 31, 2017 - $6,134,941). The Company’s ability to continue as a going concern is dependent on successfully executing its business plan, which includes the raising of additional funds. The Company will continue to seek additional forms of debt or equity financing, but it cannot provide assurances that it will be successful in doing so. These circumstances raise substantial doubt as to the ability of the Company to meet its obligations as they come due and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Such adjustments could be material. |
Presentation of Financial State
Presentation of Financial Statements | 3 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Presentation of Financial Statements | 2.) Presentation of Financial Statements Basis of Presentation These unaudited condensed interim financial statements should be read in conjunction with the financial statements for the Company’s most recently completed fiscal year ended March 31, 2017. These unaudited condensed interim financial statements do not include all disclosures required in annual financial statements, but rather are prepared in accordance with recommendations for interim financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited condensed interim financial statements have been prepared using the same accounting policies, and methods as those used by the Company in the annual financial statements for the year ended March 31, 2017, except when disclosed below. The unaudited condensed interim financial statements contain all adjustments (consisting of only normal recurring adjustments) which are necessary to present fairly the financial position of the Company as at June 30, 2017, and the results of its operations for the three month periods ended June 30, 2017 and 2016 and its cash flows for the three month periods ended June 30, 2017 and 2016. Note disclosures have been presented for material updates to the information previously reported in the annual financial statements. Estimates The preparation of these unaudited condensed interim financial statements has required management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of the revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to provision for doubtful accounts, accrued liabilities and contingencies, and the valuation of income taxes, stock based compensation, warrants, convertible debt and intangible assets. The Company bases its estimates on historical experiences and on various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. As adjustments become necessary, they are reported in earnings in the period in which they become known. New Accounting Pronouncements ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, was issued to simplify the classification of deferred taxes on the balance sheet. The new guidance would require that deferred taxes be classified as non-current assets and liabilities based on the tax paying jurisdiction. Application of the standard, which can be applied prospectively or retrospectively, is required for fiscal years beginning on or after December 15, 2016 and for interim periods within that year. The adoption of the amended guidance does not have a material impact on the Company’s consolidated financial statements. ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. The areas of simplification in the update involve several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows, however, some of the areas for simplification apply only to non-public entities. This guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The guidance does not have a material impact on the Company’s financial statements. |
Equipment and Leasehold Improve
Equipment and Leasehold Improvements | 3 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Leasehold Improvements | 3.) Equipment and Leasehold Improvements June 30, 2017 March 31, 2017 Accumulated Accumulated Cost Depreciation Cost Depreciation Computer equipment $ 3,558 $ 2,607 $ 3,558 $ 2,530 Production equipment 67,367 37,249 67,367 35,663 Leasehold improvements 42,290 29,458 42,290 27,194 Total $ 113,215 $ 69,314 $ 113,215 $ 65,387 Net carrying amount $ 43,901 $ 47,828 During the three month period ended June 30, 2017, the Company recorded total depreciation of $3,927 (2016 - $4,356) which was recorded to depreciation expense on the condensed interim statements of operations. |
Advances from Shareholders
Advances from Shareholders | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Advances from Shareholders | 4.) Advances from Shareholders As at June 30, 2017, the Company had received cumulative net working capital advances in the amount of $29,122 (March 31, 2017 - $22,347) from two shareholders who are also officers and directors of the Company. The advances from shareholders are unsecured, non-interest bearing and payable upon demand. |
Term Loan
Term Loan | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Term Loan | 5.) Term Loan On May 4, 2016, the Company agreed to a term loan of $40,000 for bridge financing with a relative of one of the officers of the Company. The loan matured on November 30, 2017 and the terms specified a 30% premium to be paid at that time. The 30% premium is recognized as an expense over the term of the loan and is amortized on the statements of operations. During the period ended June 30, 2017 the Company recorded accretion expense of $1,902 (2016 - $5,897). The loan was initially scheduled to mature on August 28, 2016 but an extension of three months, followed by a second extension of three months and followed by a further extension to February 28, 2018 was agreed to with the same terms. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes | 6.) Convertible Notes (a) Promissory Note On February 14, 2017, the Company issued a promissory note to Salamon Partners LLC (“Salamon”), an arm’s length organization, for a principal amount of USD$50,000 ($65,350) at 12% per annum. The net proceeds were USD$47,500 which consisted of the principal amount, net of transaction cost of US$2,500. The principal amount became due on August 15, 2017. The outstanding amount may be prepaid at any time at the option of the Company. In the event of a prepayment the penalty rate shall be assessed as follows: i.) if the prepayment occurs within 60 days of the loan issuance, the prepayment penalty will equal twenty-five (25%) of the principal amount prepaid ii.) If the prepayment occurs within 60 to 90 days of the loan issuance, the prepayment penalty will equal thirty percent (30%) of the principal amount prepaid iii.) If the prepayment occurs within 90 to 120 days of the loan, the prepayment penalty will equal thirty-five (35%) of the principal amount. The holder of the note may, after a period of 180 days, at its sole option, convert the outstanding principal balance and accrued interest of 12% per annum, into the Company’s common shares at a market closing bid discount of 50% if converting at less than 5 days of the average trading volume, 60% if converting at more than 5 days of the average trading volume and 65% if converting at more than 10 days of the average trading volume at maturity. Due to the variable conversion price associated with this promissory note and the fact that the conversion price is denominated in US dollars whereas the functional currency is the Canadian dollar, the Company has determined that the conversion feature is a derivative liability. The value of the embedded conversion feature at the date of issuance was estimated to be $135,510 (2016 - $Nil), which was recorded as a derivative liability as of the date of issuance. The debt discount is being amortized over the term of the promissory note. The discount to the carrying value of the promissory note is being amortized as a non-cash interest expense over the term of the promissory note using the effective interest rate method, at a rate of 213%. During the period ended June 30, 2017, the Company accreted $33,623 (2016 - $Nil) in non-cash accretion expense in connection with the promissory note, which is included in accretion expense on the statements of operations. Subsequent to the end of the quarter, the promissory note was fully paid at maturity, August 15, 2017. See Note 13. (b) Securities Purchase Agreement and Convertible Note On November 18, 2016, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with GHS Investments, LLC (“GHS”). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, GHS shall purchase from the Company a senior convertible note with a principal amount of USD$56,500 ($76,382) for a purchase price of USD$50,000 ($67,595). The convertible note matures upon the earlier of successfully raising of at least USD$200,000 or August 18, 2017 and accrues interest at the rate of 10% per annum. The convertible note is convertible following ninety (90) days of the execution of the note, in whole or in part, at GHS’ option into common shares of the Company’s capital stock at a variable conversion price equal to a 38% discount from the lowest trading price in the twenty (20) trading days prior to the day that GHS requests conversion. At no time will GHS be entitled to convert any portion of the convertible note to the extent that after such conversion, GHS (together with its affiliates) would beneficially own more than 4.99% of the outstanding common shares, although GHS can modify this limit to 9.99% of the outstanding common shares. The convertible note includes customary event of default provisions, and provides for a default interest rate of 20%. The Company had the right at any time prior to May 18, 2017 to redeem all, but not less than all, of the total outstanding amount then remaining under the convertible note in cash at a price ranging from 125% to 135% of the total amount of the convertible note then outstanding. Due to the variable conversion price associated with this convertible note, the Company has determined that the conversion feature is considered a derivative liability. The embedded conversion feature at the date of issuance was estimated to be $117,807 (2016 - $Nil), which was recorded as a derivative liability as of the date of issuance. The debt discount is being amortized over the term of the convertible note. The discount to the carrying value of the convertible note is being amortized as a non-cash interest expense over the term of the convertible note using the effective interest rate method, at a rate of 144%. During the period ended June 30, 2017, the Company accreted $35,776 (2016 - $Nil) in non-cash accretion expense in connection with the convertible note, which is included in accretion expense on the statements of operations. Subsequent to June 30, 2017 the note was fully paid. See Note 13. (c) Convertible Note On June 21, 2017, the Company commenced a financing of up to USD$500,000 of one-year 12% convertible notes. The notes are convertible at the option of the holder into common shares of the Company at a price of USD$0.25 per share, and are subject to mandatory conversion if the volume-weighted trading price of the common shares is greater than USD$1.00 per share for twenty consecutive trading days so long as the underlying shares may be resold in compliance with the registration requirements of the Securities Act of 1933, as amended. In addition, the Company shall issue pro rata to the purchasers of the first USD$100,000 of notes an aggregate of 200,000 common shares as a commitment fee. To June 30, 2017, the Company issued USD$50,000 ($66,451) of these notes. The Company also granted 200,000 common share purchase warrants to the holders of the USD$50,000 notes. Each warrant is exercisable into one common share at USD$0.50 ($0.65) for a period of five years. Due to the fact that the conversion price and the warrant exercise price are denominated in US dollars whereas the functional currency is the Canadian dollar, the Company has determined that the conversion feature and the warrant are derivative liabilities. The value of the embedded conversion feature at the date of issuance was estimated to be $19,166, which was recorded as a derivative liability as of the date of issuance. The value of the warrant at the date of the issuance was estimated at $27,152, which was recorded as a warrant liability as of the date of issuance. The debt discount is being amortized over the term of the note. The Company used the Black-Scholes option pricing model with the following assumptions to estimate the fair value of the derivative liability at the date of issuance: June 21, 2017 Stock price USD$0.11 Risk free rate 0.91% Expected volatility 251% Conversion/Exercise price USD$0.25 Expected dividend rate 0% Expected term (in years) 1.0 The Company’s computation of expected volatility is based on the quoted market close price of the Company’s shares over the period equal to the expected life of the convertible note. The Company’s computation of expected life is calculated using the contractual life. The discount to the carrying value of the convertible note is being amortized as a non-cash interest expense over the term of the convertible note using the effective interest rate method, at a rate of 103%. During the period ended June 30, 2017, the Company accreted $1,741 in non-cash accretion expense in connection with the convertible note, which is included in accretion expense on the statements of operations. |
Derivative Liability
Derivative Liability | 3 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 7.) Derivative Liability The convertible notes discussed in Note 6 have variable conversion prices which results in the conversion feature being recorded as derivative liabilities. The fair value of the derivative liabilities are recorded and shown separately under current liabilities. Changes in the fair value of the derivative liabilities are recorded in the statement of operations. The Company used the Black-Scholes option pricing model with the following weighted average assumptions to estimate the fair value of the derivative liability at June 30, 2017: June 30, 2017 Stock price USD$0.10 Risk free rate 1.09% Expected volatility 186% Conversion price USD$0.06 Expected dividend rate 0% Expected life (in years) 0.20 The Company’s computation of expected volatility used to estimate the fair value of the derivative liability as at June 30, 2017 is based on the quoted market close price of the Company’s shares over the period equal to the expected term of the conversion feature. The following table represents the Company’s derivative liabilities activity for the period ended June 30, 2017: Three months ended Year ended June 30, 2017 March 31, 2017 Derivative liabilities balance, beginning of period $ 260,677 $ - Issuance of derivative liabilities during the period 19,166 253,318 Change in derivative liabilities during the period (62,081 ) 7,359 Derivative liabilities balance, end of period $ 217,762 $ 260,677 |
Capital Stock
Capital Stock | 3 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Capital Stock | 8.) Capital Stock (a) Common Shares Authorized The Company is authorized to issue an unlimited number of common shares with no par value. Issued and Outstanding Equity to be issued On April 9, 2017 the Company signed a 12 month consulting agreement. The terms of the agreement include the provision of 100,000 restricted common shares on signing valued at USD$20,390 ($27,186). See Note10. On May 8, 2017, the Company signed a consulting agreement with Carter, Terry & Company. The terms of the agreement include a non-refundable equity retainer on signing of 150,000 restricted common shares valued at USD$33,000 ($45,197). See Note 10. Under the terms of convertible notes issued on June 21, 2017 the Company agreed to issue 100,000 restricted common shares as a commitment fee. See Note 6 (c). This commitment was valued at $13,989 based on the estimated fair market value of the shares as of the date of commitment. Equity Purchase Agreement (“EPA”) On September 10, 2015, the Company entered into the EPA. The holder of the EPA was committed to purchase up to USD$750,000 worth of the Company’s common shares (the “Put Shares”) over the 12-month term of the EPA. The Company paid to the holder of the EPA a commitment fee for entering into the EPA equal to 50,000 restricted common shares of the Company, valued at $67,195, based on the stock price in the most recent private placement as the Company’s shares had not yet begun to trade on a public market. On June 23, 2016, the Company agreed in conjunction with RY Capital Group, LLC and GHS Investments, LLC to assign the EPA to GHS Investments, LLC. The Company has notified the holder of the EPA that the facility will not be utilized. (b) Warrants As at June 30, 2017, the following warrants were outstanding: Fair Value at Number of Weighted June 30, 2017 Expiration Date Number of Warrants Warrants Exercisable Average Exercise Price of Vested Warrants – Liability December 31, 2017 275,000 50,000 USD$ 0.04 $ (0.05 ) $ 5,050 January 17, 2022 900,000 900,000 USD$ 0.65 $ (0.87 ) $ 82,800 June 21, 2017 200,000 200,000 USD$ 0.50 $ (0.65 ) $ 27,705 1,375,000 1,150,000 $ 0.67 $ 115,555 During the period ended June 30, 2017, the Company issued 200,000 warrants of the Company valued at $27,152 (USD$20,400), pursuant to the financing described in Note 6 (c). Each warrant entitles the holder to purchase one common share at an issue price of USD$0.50 ($0.65) for a period of 5 years after the date of issuance. The fair value of the warrants at the date of grant of $27,152 was estimated using the Black-Scholes option pricing model, based on the following weighted average assumptions: stock price of USD$0.11; expected dividend yield of 0%; risk free interest rate of 1.13%; expected volatility of 221%; and expected term of 5 years. The Company’s computation of expected volatility used to estimate the fair value of the warrants as at June 30, 2017 is based on the market close price of comparable public entities over the period equal to the expected remaining life of the warrants. ASC 815 “Derivatives and Hedging” indicates that warrants with exercise prices denominated in a currency other than an entity’s functional currency should not be classified as equity. As a result, warrants with a USD exercise price have been treated as derivatives and recorded as liabilities carried at their fair value, with period-to-period changes in the fair value recorded as a gain or loss in the statements of operations. The continuity of warrants for the period ended June 30, 2017 as follows: Number Weighted Average of Warrants Exercise Price Balance, March 31, 2017 1,197,500 $ 0.68 Issued 200,000 $ 0.65 Expired, unexercised (22,500 ) $ 1.12 Balance, June 30, 2017 1,375,000 $ 0.67 As at June 30, 2017, the fair value of the 1,375,000 (March 31, 2017 – 1,175,000) warrants exercisable in US dollars was $139,180 (March 31, 2017 - $298,700) which was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: June 30, 2017 March 31, 2017 Expected dividend yield 0 % 0 % Expected volatility 175 % 229 % Risk free interest rate 1.33 % 1.03 % Expected term 3.97 years 3.85 years Of this amount, $115,555 (March 31, 2017 - $236,200) was reflected as a liability as at June 30, 2017, representing the percentage of the fair value of the warrants that is equal to the percentage of the requisite service that has been rendered at June 30, 2017. The warrant liability is classified as Level 3 within the fair value hierarchy (See Note 12). The Company’s computation of expected volatility during the three months ended June 30, 2017 and 2016 is based on the market close price of comparable public entities over the period equal to the expected life of the warrants. The Company’s computation of expected life is calculated using the contractual life. (c) Stock-based compensation The Company’s stock-based compensation program (the “Plan”) includes stock options in which some options vest based on continuous service. For those equity awards that vest based on continuous service, compensation expense is recorded over the service period from the date of grant. The total number of options outstanding as at June 30, 2017 was 695,000 (2016 – 930,000). No options were granted during the three months ended June 30, 2017. The maximum number of options that may be issued under the plan is floating at an amount equivalent to 15% of the issued and outstanding common shares, or 2,000,628 as at June 30, 2017 (March 31, 2017 – 2,000,628). The activities in options outstanding are as noted below: Number of Weighted Average Options Exercise Price Balance, March 31, 2017 695,000 $ 0.99 Granted - $ - Balance, June 30, 2017 695,000 $ 0.99 The following table presents information relating to stock options outstanding and exercisable at June 30, 2017. Options Outstanding Options Exercisable Weighted Weighted Average Weighted Average Remaining Average Remaining Number of Contractual Number of Exercise Contractual Exercise Price Options Life (Years) Options Price Life (Years) $ 1.73 185,000 2.46 185,000 $ 1.73 2.46 $ 2.43 85,000 3.52 85,000 $ 2.43 3.52 $ 0.38 425,000 4.33 155,833 $ 0.38 4.33 $ 0.99 695,000 3.44 425,833 $ 1.38 3.35 |
Income Taxes
Income Taxes | 3 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9.) Income Taxes The Company has no taxable income under Canadian Federal and provincial tax laws for the three month periods ended June 30, 2017 and 2016. The Company has non-capital loss carryforwards at June 30, 2017 totally approximately $3,702,500, which may be offset against future taxable income. If not used, the loss carryforwards will expire between 2019 and 2037. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10.) Commitments and Contingencies The Company entered into a five year operating lease for office and production facilities. The lease commenced on December 1, 2013 and expires on November 30, 2018. The base monthly rental is $1,390 plus the Company’s estimated portion of property taxes and operating expenses which are currently $847 per month. The future commitments pursuant to this lease arrangement, including property taxes and operating expenses for the fiscal periods ending March 31 are: 2018 (remaining) $ 20,133 2019 $ 17,896 For the three month period ended June 30, 2017, occupancy costs related to this lease were $6,711 (2016 – $6,525). On March 11, 2014, and as amended on July 18, September 3, 2014, September 5, 2014, December 31, 2015 and again on December 20, 2016, the Company entered into a consulting agreement with Connectus, Inc. (“Connectus”) to assist and advise the Company in matters concerning corporate finance and the Company’s current and proposed financing activities for the period commencing April 1, 2014 and ending December 31, 2014. Pursuant to this agreement, the Company agreed to issue to Connectus, 625,000 warrants of the Company. Each warrant is exercisable at USD$0.04 ($0.054) per share for a period of three years. Of the warrants granted, 300,000 vested on September 3, 2014 with the unvested portion vesting pro-rata for each USD$250,000 ($335,675) raised in an offering, fully vesting upon USD$1,500,000 ($2,014,050) being raised. During the year ended March 31, 2015, the President of Connectus became a director of the Company. On December 31, 2015, the Company extended the contract to December 31, 2016. In consideration of the contract extension, the Company issued 93,000 common shares to Connectus as compensation, which has been recorded as professional fees on the statements of operations during the year ended March 31, 2016. On December 27, 2016, the Company extended the contract and expiry date of the warrants to December 31, 2017. On January 23, 2017 the Company approved the vesting of 100,000 warrants. Connectus assigned the warrants to Apollo Marketing, LLC. On April 23, 2014, the Company entered into employment agreements with three officers of the Company effective July 1, 2014. The initial contracts contain minimum aggregate commitments of approximately $427,000 per year for three years and additional contingent payments of up to approximately $600,000 in aggregate upon the occurrence of a change of control. The employment agreements were amended whereby any salary from the commencement of the employment agreements has been waived until such a time when the Company is able to raise additional financing. Salaries will be earned and paid at the discretion of the Board. On May 19, 2016, the Company signed a consulting agreement with an agent in connection with proposed placements of up to USD$10,000,000 ($13,427,000) in a combination of equity and or debt of the Company for a term of one year. Consideration payable under the consulting agreement include a non-refundable equity retainer of 100,000 common shares of the Company , a placement fee equal to 8% of the gross purchase price paid for equity of the Company, an administrative fee of 4% of the gross purchase price paid for equity, a placement fee of 4% of the gross purchase price paid for non-convertible debt and warrants to purchase common shares of the Company equal to 8% of the number of shares of common stock issuable by the Company upon exercise or conversion of any and all securities issued at each closing. On January 10, 2017, the Company entered into an addendum to the agreement signed on May 19, 2016 which provided for a grant of 900,000 warrants at an exercise price of USD$0.65 ($0.86) for a period of five years with a cashless exercise option. On August 15, 2017 the Company extended the contract for an additional year. On February 23, 2017, the Company entered into a three year sponsored research contract with the University of Waterloo commencing on April 1, 2017. Under the terms of the agreement the Company will contribute $130,000 upon start date of the project, $130,000 on completion of Year 1 and $130,000 on completion of Year 2, plus the Company will make an in-kind contribution valued at $70,000 in each of the 3 years. Any patents initiated by the Company from the sponsored research will be assigned to the Company and in return the Company will pay the researcher $10,000 per patent filed, $40,000 per patent issued by the U.S. patent office, $50,000 per product after the first commercial sale and $50,000 per product once the gross sales exceed $1,000,000. As of June 30, 2017, the Company has not made any payments pursuant to this agreement. The payment schedule has been amended to match the cash flow from the capital raise being undertaken by the Company. On March 13, 2017, the Company entered into a four year sponsored research contract with the University of Western Ontario commencing on April 1, 2017. Under the terms of the agreement the Company will contribute $210,000 upon execution of the agreement, $210,000 on completion of Year 1, $210,000 on completion of Year 2 and $210,000 on completion of Year 3, plus the Company will make an in-kind contribution valued at $62,500 in each of the 4 years. Any patents initiated by the Company from the sponsored research will be assigned to the Company and in return the Company will pay the researcher $10,000 per patent filed, $40,000 per patent issued by the U.S. patent office, $50,000 per product after the first commercial sale and $50,000 per product once the gross sales exceed $1,000,000. As of June 30, 2017, the Company has not made any payments pursuant to this agreement. A payment of $50,000 was made on July 28, 2017. The payment schedule has been amended to match the cash flow from the capital raise being undertaken by the Company. On March 27, 2017, the Company entered into a one year agreement with Questrade, Inc. an Investment Dealer to provide guidance on the trading of the Company’s securities and guidance with respect to the promotion of the Company. The Company shall pay Questrade a monthly fee in an amount equal to USD$5,500 for consulting services rendered each month of the term. See Note 13. On April 9, 2017, the Company signed a 12 month consulting agreement effective April 15, 2017 with an arm’s length organization, The Eversull Group Inc, to provide financial public relations, investor, shareholder, press relations and capital search consulting services. Terms of the agreement include the provision of 100,000 restricted shares annually, a minimum monthly retainer of USD$ 2,000 plus a 3% introduction fee for all sources of funding introduced by The Eversull Group, Inc. and accepted by the Company. On May 8, 2017, the Company signed a consulting agreement with Carter, Terry & Company in connection with the proposed raising of capital in a combination of equity and/or debt of the Company for a term of two years. Terms of the agreement include the issuance of 150,000 restricted common shares on signing (see Note 8(a)) plus future consideration payable under the consulting agreement including a placement fee equal to 10% of the gross proceeds raised less than USD$1,000,000 and 8% for gross funds raised in excess of USD$1,000,000, plus the equivalent amount of restricted shares equal to 4% of the capital raised divided by the closing price of the stock on the date of close for a period of two years. See also Note 13 with respect to the Questrade, Inc. claim. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11.) Related Party Transactions Amounts receivable from an officer in the amount of $3,270 was recovered during the three month period ended June 30, 2017, from an amount of $17,656 previously offset by an allowance for doubtful accounts, leaving a remaining balance in the doubtful account of $14,386. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Jun. 30, 2017 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 12.) Financial Instruments (a) Liquidity risk Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flow primarily from its financing activities and advances from shareholders. As at June 30, 2017, the Company had cash of $1,553 (March 31, 2017 - $87) to settle current liabilities of $946,122 (March 31, 2017 - $897,442). All of the Company’s financial liabilities other than the warrant liability of $115,555 (March 31, 2017 - $236,200), the term loan of $50,796 (March 31, 2017 - $48,894), the convertible notes of $67,952 (March 31, 2017 - $26,076) a promissory note of $48,899 (March 31, 2017 - $16,456), and derivative liability of $217,763 (March 31, 2017 - $260,677) have contractual maturities of less than 30 days and are subject to normal trade terms. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as liquidity. In the normal course of business, management considers various alternatives to ensure that the Company can meet some of its operating cash flow requirements through financing activities, such as private placements of common stock, preferred stock offerings and offerings of debt and convertible debt instruments as well as through merger or acquisition opportunities. Management may also consider strategic alternatives, including strategic investments and divestitures. As future operations may be financed out of funds generated from financing activities, the ability to do so is dependent on, among other factors, the overall state of capital markets and investor appetite for investments in the cannabis industry and the Company’s securities in particular. Should the Company elect to satisfy its cash commitments through the issuance of securities, by way of either private placement or public offering or otherwise, there can be no assurance that the efforts to obtain such additional funding will be successful, or achieved on terms favorable to the Company or its existing shareholders. If adequate funds are not available on favorable terms, the Company may have to reduce substantially or eliminate expenditures or obtain funds through other sources such as divestiture or monetization of certain assets or sublicensing (where permitted) of certain rights to certain of the Company’s technologies or products. (b) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Cash deposits with a major Canadian chartered bank are insured by the Canadian Deposit Insurance Corporation up to $100,000. As at June 30, 2017, the Company held $1,553 (March 31, 2017 - $87) with a major Canadian chartered bank. (c) Foreign exchange risk The Company principally operates within Canada. The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. Certain of the Company’s debt obligations are denominated in U.S. dollars. Management does not hedge its foreign exchange risk. (d) Interest rate risk As at June 30, 2017, the Company does not have any non-fixed interest-bearing debt. Management believes that the interest rate risk concentration with respect to financial instruments included in assets and liabilities has been reduced to the extent presently practicable. (e) Derivative liability – warrant liability In connection with consulting agreements, the Company granted warrants to purchase up to 1,175,000 common shares of the Company as disclosed in Note 8(b). The warrants have an exercise price of USD$0.04 ($0.052) for Connectus warrants, USD$0.65 ($0.85) for Midtown warrants and USD$0.50 ($0.65) for the investment place in June 2017. The Connectus warrants are exercisable at any time prior to December 31, 2017, the Midtown warrants are exercisable at any time prior to January 16, 2022 and the warrants for the investment undertaken in June are exerciseable prior to June 21, 2022. The warrants are accounted for as derivative liabilities because the exercise price is denominated in a currency other than the Company’s functional currency. Fair Value at Fair Value Measurement Using June 30, 2017 Level 1 Level 2 Level 3 Derivative liability – Warrants $ 115,555 $ - $ - $ 115,555 The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (warrant derivative liability) for the periods ended June 30, 2017 and March 31, 2017: Three months ended Year ended June 30, 2017 March 31, 2017 Balance at beginning of year $ 236,200 $ 27,479 Derivative instruments granted or vested 27,152 633,000 Derivative instruments exercised - (55,321 ) Change in fair market value, recognized in operations as professional fees (147,797 ) (368,958 ) Balance at end of period $ 115,555 $ 236,200 See Note 8 (b) (f) Derivative liability – conversion options In connection with the Salamon promissory note and the convertible notes (Notes 6(a), (b) and (c)), the Company has determined that the conversion features are considered derivative liabilities due to the variable conversion prices associated with the notes and the fact that the conversion price is denominated in US dollars whereas the functional currency of the Company is the Canadian dollar. See Note 7. Fair Value at Fair Value Measurement Using June 30, 2017 Level 1 Level 2 Level 3 Derivative liability – conversion options $ 217,762 $ - $ - $ 217,762 The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (convertible note derivative liability) for the periods ended June 30, 2017 and March 31, 2017: Three months ended Year ended June 30, 2017 March 31, 2017 Balance at beginning of period $ 260,677 $ Nil Derivative instruments issued 19,166 253,318 Change in fair market value, recognized in operations as fair value change in derivative liability (62,081 ) 7,359 Balance at end of period $ 217,762 $ 260,677 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13.) Subsequent Events On April 19, 2017, the Company announced plans to form a joint venture corporation with Avanti Rx Analytics Inc. (ARA). The Company would own 96% of the joint venture and ARA would own 4%. As a result of signing the letter of Intent with Bonify on August 10, 2017 (details provided below) the Company will not be proceeding with the joint venture. During the quarter ended June 30, 2017, the Company commenced a financing of up to USD$500,000, see Note 6 (c ). The convertible notes include a provision that if the Company raises additional funds under more favourable terms during the life of the convertible note, then the more favourable terms will apply. The Company did raise $358,000 under more favourable terms, see details below, convertible notes. On August 8, 2017, the Company signed a non-binding Letter of Intent (LOI) with 6779264 Manitoba Ltd dba Bonify (“Bonify”). Bonify is a licensed producer, pursuant to the Access to Cannabis for Medical Purposes Regulations in Canada. In the LOI the Company and Bonify have outlined the following: i) The purchase and installation of cannabis oil extraction equipment with an estimated cost of $1,450,000 to be jointly agreed upon by the Company and Bonify with the equipment being located in Bonify’s facility. At the end of the agreement, full right and title to the equipment would be assigned to Bonify; ii) The processing of cannabis material supplied by Bonify and other licensed producers in the oil extraction facility; iii) The supply of cannabis oil and algae omega-3 oils to The University of Waterloo and University of Western Ontario to support the sponsored research agreements that the Company has in place with the two universities (See Note 10); iv) The sharing of direct expenses, and, after adjustment for the market value of cannabis material supplied by Bonify and third parties, sharing of revenues from the sale of cannabis oil and algae-cannabis oil products; and v) The negotiation of a definitive agreement no later than September 30, 2017. The definitive agreement is still being negotiated. Convertible Notes Subsequent to June 30, 2017, the Company raised a total of USD$408,000 ($520,160) through the issue of convertible notes. The convertible notes, totalling USD$358,000 have a maturity of 60 days, an interest rate of 10%, a conversion price of USD$0.07 per share if the price on or around 15 days before maturity is less than US$0.10 or USD$0.10 per share if the closing price per share is USD$0.10 or above at the conversion dates. For the initial convertible note issued on July 25, 2017, of USD$50,000, the Company committed to issue 100,000 common shares as a commitment fee, the maturity is twelve months from the issue date, the interest rate is 12%, plus the Company granted 200,000 common share purchase warrants. . Each warrant is exercisable into one common share at USD$0.50 ($0.65) for a period of five years. See Note 6(c). Part of the proceeds from the convertible notes has been used to repay the convertible notes payable to Salamon Partners LLC and GHS Investments. See Notes 6(a) and (b). See Note 10 for the $50,000 payment made to the University of Western Ontario. On August 15, 2017, the Company engaged a Canadian firm, Kernaghan and Partners Ltd. (the Agent) a fully regulated full service brokerage firm to conduct a capital raise in the Canadian market. In consideration of the services to be rendered the Agents shall receive on the closing date of the offering; i) a work fee of $25,000; ii) cash commission (the “ iii) broker warrants entitling the Agent to purchase, equal to the issue price, the number of common shares that is equal to 6% of the number of common shares sold pursuant to the offering, except for sales to persons on the “President’s List”, in respect of which the broker warrants shall entitle the Agent to purchase the number of common shares that is equal to 2% of the number of common shares sold to such persons. The broker warrants shall have a term of 2 years and an exercise price equal to the offering price of the common shares. On October 24, 2017, the Company was named in Small Claims Court entitled Questrade, Inc. versus Algae Dynamics Corp. (the “Claim”). The Claim seeks payment of $25,000 for payments allegedly owed under a Consulting Agreement with the Company in which Questrade was to provide certain financial advisory services. The Company has filed a general denial of liability on the basis that services were not provided or alternately disputing the amount claimed. A hearing date of February 6, 2018 has been set. Grant award The Company, as the industry partner, is a participant in a Project Grant of up to $400,000 from the Mitacs Accelerate program, that will be delivered directly by Western University through eligible internships. The financial contribution by the Company which is $180,000 for this grant is part of the funding included in the research agreement the Company signed with the university and announced on March 13, 2017. To-date the Company has paid the initial of six installments to Mitacs, with the remaining installments being invoiced throughout the duration of the project. The balance of the $400,000 award ($220,000) will be provided by Mitacs. The project started on December 1, 2017 and is scheduled to operate for two (2) years. The extent of the announced award from Mitacs of $400,000 to be paid directly to the university is dependent on the funding provided by the Company and on the number of interns actually employed in the project. On November 8, 2017, the Board approved the grant of 850,000 stock options for common shares to directors and officers of the Company (800,000) and external counsel (50,000). In addition, the Board approved the award of an aggregate of 1,050,000 common shares to three management personnel for services rendered, plus the Board cancelled an aggregate of 600,000 common shares awarded in a prior period to the three management personnel. |
Equipment and Leasehold Impro20
Equipment and Leasehold Improvements (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment and Leasehold Improvements | June 30, 2017 March 31, 2017 Accumulated Accumulated Cost Depreciation Cost Depreciation Computer equipment $ 3,558 $ 2,607 $ 3,558 $ 2,530 Production equipment 67,367 37,249 67,367 35,663 Leasehold improvements 42,290 29,458 42,290 27,194 Total $ 113,215 $ 69,314 $ 113,215 $ 65,387 Net carrying amount $ 43,901 $ 47,828 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
June 21, 2017 [Member] | |
Schedule of Assumptions Used to Estimate Fair Value of Derivative Liability | The Company used the Black-Scholes option pricing model with the following assumptions to estimate the fair value of the derivative liability at the date of issuance: June 21, 2017 Stock price USD$0.11 Risk free rate 0.91% Expected volatility 251% Conversion/Exercise price USD$0.25 Expected dividend rate 0% Expected term (in years) 1.0 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Weighted Average Assumptions Used for Fair Value Measurement | The Company used the Black-Scholes option pricing model with the following weighted average assumptions to estimate the fair value of the derivative liability at June 30, 2017: June 30, 2017 Stock price USD$0.10 Risk free rate 1.09% Expected volatility 186% Conversion price USD$0.06 Expected dividend rate 0% Expected life (in years) 0.20 |
Schedule of Derivative Liability Activity | The following table represents the Company’s derivative liabilities activity for the period ended June 30, 2017: Three months ended Year ended June 30, 2017 March 31, 2017 Derivative liabilities balance, beginning of period $ 260,677 $ - Issuance of derivative liabilities during the period 19,166 253,318 Change in derivative liabilities during the period (62,081 ) 7,359 Derivative liabilities balance, end of period $ 217,762 $ 260,677 |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | Fair Value at Number of Weighted June 30, 2017 Expiration Date Number of Warrants Warrants Exercisable Average Exercise Price of Vested Warrants – Liability December 31, 2017 275,000 50,000 USD$ 0.04 $ (0.05 ) $ 5,050 January 17, 2022 900,000 900,000 USD$ 0.65 $ (0.87 ) $ 82,800 June 21, 2017 200,000 200,000 USD$ 0.50 $ (0.65 ) $ 27,705 1,375,000 1,150,000 $ 0.67 $ 115,555 |
Schedule of Warrant Activity | The continuity of warrants for the period ended June 30, 2017 as follows: Number Weighted Average of Warrants Exercise Price Balance, March 31, 2017 1,197,500 $ 0.68 Issued 200,000 $ 0.65 Expired, unexercised (22,500 ) $ 1.12 Balance, June 30, 2017 1,375,000 $ 0.67 |
Schedule of Weighted Average Assumptions | As at June 30, 2017, the fair value of the 1,375,000 (March 31, 2017 – 1,175,000) warrants exercisable in US dollars was $139,180 (March 31, 2017 - $298,700) which was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: June 30, 2017 March 31, 2017 Expected dividend yield 0 % 0 % Expected volatility 175 % 229 % Risk free interest rate 1.33 % 1.03 % Expected term 3.97 years 3.85 years |
Schedule of Option Activity | The activities in options outstanding are as noted below: Number of Weighted Average Options Exercise Price Balance, March 31, 2017 695,000 $ 0.99 Granted - $ - Balance, June 30, 2017 695,000 $ 0.99 |
Schedule of Stock Options Outstanding and Exercisable | The following table presents information relating to stock options outstanding and exercisable at June 30, 2017. Options Outstanding Options Exercisable Weighted Weighted Average Weighted Average Remaining Average Remaining Number of Contractual Number of Exercise Contractual Exercise Price Options Life (Years) Options Price Life (Years) $ 1.73 185,000 2.46 185,000 $ 1.73 2.46 $ 2.43 85,000 3.52 85,000 $ 2.43 3.52 $ 0.38 425,000 4.33 155,833 $ 0.38 4.33 $ 0.99 695,000 3.44 425,833 $ 1.38 3.35 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The future commitments pursuant to this lease arrangement, including property taxes and operating expenses for the fiscal periods ending March 31 are: 2018 (remaining) $ 20,133 2019 $ 17,896 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Jun. 30, 2017 | |
Summary of Fair Value of Financial Liabilities | Fair Value at Fair Value Measurement Using June 30, 2017 Level 1 Level 2 Level 3 Derivative liability – conversion options $ 217,762 $ - $ - $ 217,762 |
Summary of Changes in the Fair Value of Level 3 Financial Liabilities | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (convertible note derivative liability) for the periods ended June 30, 2017 and March 31, 2017: Three months ended Year ended June 30, 2017 March 31, 2017 Balance at beginning of period $ 260,677 $ Nil Derivative instruments issued 19,166 253,318 Change in fair market value, recognized in operations as fair value change in derivative liability (62,081 ) 7,359 Balance at end of period $ 217,762 $ 260,677 |
Warrant Liability [Member] | |
Summary of Fair Value of Financial Liabilities | Fair Value at Fair Value Measurement Using June 30, 2017 Level 1 Level 2 Level 3 Derivative liability – Warrants $ 115,555 $ - $ - $ 115,555 |
Summary of Changes in the Fair Value of Level 3 Financial Liabilities | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (warrant derivative liability) for the periods ended June 30, 2017 and March 31, 2017: Three months ended Year ended June 30, 2017 March 31, 2017 Balance at beginning of year $ 236,200 $ 27,479 Derivative instruments granted or vested 27,152 633,000 Derivative instruments exercised - (55,321 ) Change in fair market value, recognized in operations as professional fees (147,797 ) (368,958 ) Balance at end of period $ 115,555 $ 236,200 |
Nature of the Business and Go26
Nature of the Business and Going Concern (Details Narrative) - CAD | Jun. 30, 2017 | Mar. 31, 2017 |
Accounting Policies [Abstract] | ||
Working capital deficiency | CAD 856,489 | CAD 852,514 |
Accumulated deficit | CAD 6,231,297 | CAD 6,134,941 |
Equipment and Leasehold Impro27
Equipment and Leasehold Improvements (Details Narrative) - CAD | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | CAD 3,927 | CAD 4,356 |
Equipment and Leasehold Impro28
Equipment and Leasehold Improvements - Schedule of Equipment and Leasehold Improvements (Details) - CAD | Jun. 30, 2017 | Mar. 31, 2017 |
Property and Equipment, Cost | CAD 113,215 | CAD 113,215 |
Accumulated Depreciation | 69,314 | 65,387 |
Property and Equipment, net | 43,901 | 47,828 |
Computer Equipment [Member] | ||
Property and Equipment, Cost | 3,558 | 3,558 |
Accumulated Depreciation | 2,607 | 2,530 |
Production Equipment [Member] | ||
Property and Equipment, Cost | 67,367 | 67,367 |
Accumulated Depreciation | 37,249 | 35,663 |
Leasehold Improvements [Member] | ||
Property and Equipment, Cost | 42,290 | 42,290 |
Accumulated Depreciation | CAD 29,458 | CAD 27,194 |
Advances from Shareholders (Det
Advances from Shareholders (Details Narrative) - CAD | Jun. 30, 2017 | Mar. 31, 2017 |
Related Party Transactions [Abstract] | ||
Advances from shareholders | CAD 29,122 | CAD 22,347 |
Term Loan (Details Narrative)
Term Loan (Details Narrative) - CAD | May 04, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Term loan bridge financing | CAD 40,000 | ||
Loan description | bridge financing with a relative of one of the officers of the Company. | ||
Loan maturity, date | Nov. 30, 2017 | ||
Premium interest percent | 30.00% | ||
Accretion expenses | CAD 73,042 | CAD 5,897 | |
Loan initial maturity date | Aug. 28, 2016 | ||
Term Loan [Member] | |||
Accretion expenses | CAD 1,902 | CAD 5,897 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) | Jun. 21, 2017CADCAD / shares | Jun. 21, 2017USD ($)shares | Feb. 14, 2017USD ($) | Nov. 18, 2016CAD | Nov. 18, 2016USD ($) | May 04, 2016 | Jun. 30, 2017CADCAD / sharesshares | Jun. 30, 2017USD ($)shares | Jun. 30, 2016CAD | Jun. 30, 2017$ / shares | Jun. 21, 2017$ / shares | Feb. 14, 2017CAD | Feb. 14, 2017USD ($) | Nov. 18, 2016USD ($) |
Debt instrument interest rate | 30.00% | |||||||||||||
Convertible note purchase price | CAD 37,932 | |||||||||||||
Debt maturity date | Nov. 30, 2017 | |||||||||||||
Debt instrument description | bridge financing with a relative of one of the officers of the Company. | |||||||||||||
Debt effective interest rate | 213.00% | 213.00% | ||||||||||||
Accretion expenses | 73,042 | 5,897 | ||||||||||||
Common share exercisable price per share | CAD / shares | CAD 0.65 | |||||||||||||
Warrant liability | CAD (179,358) | 21,783 | ||||||||||||
Securities Purchase Agreement and Convertible Note [Member] | ||||||||||||||
Debt instrument interest rate | 20.00% | 144.00% | 20.00% | |||||||||||
Debt instrument embedded conversion feature | CAD 117,807 | |||||||||||||
Accreted accretion expense | 25,978 | |||||||||||||
Securities Purchase Agreement and Convertible Note [Member] | Maximum [Member] | ||||||||||||||
Debt instrument interest rate | 135.00% | 135.00% | ||||||||||||
Securities Purchase Agreement and Convertible Note [Member] | Minimum [Member] | ||||||||||||||
Debt instrument interest rate | 125.00% | 125.00% | ||||||||||||
Promissory Note [Member] | ||||||||||||||
Debt instrument embedded conversion feature | 135,510 | |||||||||||||
Accretion expenses | 33,623 | |||||||||||||
Convertible Note [Member] | ||||||||||||||
Debt instrument embedded conversion feature | CAD 19,166 | |||||||||||||
Debt effective interest rate | 103.00% | |||||||||||||
Accretion expenses | CAD 1,741 | |||||||||||||
Stock issued during period, value | CAD 66,451 | |||||||||||||
Stock issued during period, share | shares | 200,000 | |||||||||||||
Number of common stock granted | shares | 200,000 | 200,000 | ||||||||||||
Warrant to purchase of common stock | CAD 50,000 | |||||||||||||
Warrant exercisable price per share | CAD / shares | CAD 0.65 | |||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||
Warrant liability | CAD 27,152 | |||||||||||||
USD [Member] | ||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||
Convertible note | CAD 500,000 | |||||||||||||
Common share exercisable price per share | CAD / shares | CAD 0.50 | |||||||||||||
Common stock conversion price per share | $ / shares | $ 0.25 | |||||||||||||
USD [Member] | Promissory Note [Member] | Securities Purchase Agreement and Convertible Note [Member] | ||||||||||||||
Common stock conversion price per share | $ / shares | $ 0.25 | |||||||||||||
USD [Member] | Convertible Note [Member] | ||||||||||||||
Common stock trading price per share | CAD / shares | CAD 1 | |||||||||||||
Stock issued during period, value | $ | $ 100,000 | $ 50,000 | ||||||||||||
Warrant exercisable price per share | $ / shares | $ 0.50 | |||||||||||||
Salamon Partners LLC [Member] | ||||||||||||||
Debt instrument principal amount | CAD 65,350 | |||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | ||||||||||||
Debt maturity date | Aug. 15, 2017 | |||||||||||||
Debt instrument description | The holder of the note may, after a period of 180 days, at its sole option, convert the outstanding principal balance and accrued interest of 12% per annum, into the Companys common shares at a market closing bid discount of 50% if converting at less than 5 days of the average trading volume, 60% if converting at more than 5 days of the average trading volume and 65% if converting at more than 10 days of the average trading volume at maturity. | |||||||||||||
Salamon Partners LLC [Member] | With in 60 Days [Member] | ||||||||||||||
Prepayment penalty percentage | 25.00% | 25.00% | ||||||||||||
Salamon Partners LLC [Member] | With in 60 to 90 Days [Member] | ||||||||||||||
Prepayment penalty percentage | 30.00% | 30.00% | ||||||||||||
Salamon Partners LLC [Member] | With in 90 to 120 Days [Member] | ||||||||||||||
Prepayment penalty percentage | 35.00% | 35.00% | ||||||||||||
Salamon Partners LLC [Member] | USD [Member] | ||||||||||||||
Debt instrument principal amount | $ | $ 50,000 | |||||||||||||
Proceeds from promissory note | $ | $ 47,500 | |||||||||||||
Debt transaction cost | $ | $ 2,500 | |||||||||||||
GHS Investments, LLC [Member] | Maximum [Member] | ||||||||||||||
Debt instrument interest rate | 4.99% | 4.99% | ||||||||||||
GHS Investments, LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Debt instrument principal amount | CAD 76,382 | |||||||||||||
Convertible note purchase price | 67,595 | |||||||||||||
GHS Investments, LLC [Member] | Convertible Note [Member] | ||||||||||||||
Debt instrument principal amount | CAD 200,000 | |||||||||||||
Debt instrument interest rate | 10.00% | 10.00% | ||||||||||||
Debt maturity date | Aug. 18, 2017 | Aug. 18, 2017 | ||||||||||||
Convertible debt common stock outstanding, percentage | 9.99% | 9.99% | ||||||||||||
Conversion price equal to lower trading price, percentage | 38.00% | 38.00% | ||||||||||||
GHS Investments, LLC [Member] | USD [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Debt instrument principal amount | $ | $ 56,500 | |||||||||||||
Convertible note purchase price | $ | $ 50,000 |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Assumptions Used to Estimate Fair Value of Derivative Liability (Details) | Jun. 21, 2017$ / shares |
USD [Member] | |
Conversion/Exercise price | $ 0.25 |
Promissory Note [Member] | Securities Purchase Agreement and Convertible Note [Member] | |
Risk free rate | 0.91% |
Expected volatility | 251.00% |
Expected dividend rate | 0.00% |
Expected life (in years) | 1 year |
Promissory Note [Member] | USD [Member] | Securities Purchase Agreement and Convertible Note [Member] | |
Stock price | $ 0.11 |
Conversion/Exercise price | $ 0.25 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Weighted Average Assumptions Used for Fair Value Measurement (Details) | 3 Months Ended | ||
Jun. 30, 2017CAD / shares | Jun. 30, 2017$ / shares | Jun. 21, 2017$ / shares | |
USD [Member] | |||
Conversion price | $ 0.25 | ||
Derivative Liability [Member] | |||
Risk free rate | 1.09% | ||
Expected volatility | 186.00% | ||
Expected dividend rate | 0.00% | ||
Expected life (in years) | 2 months 12 days | ||
Derivative Liability [Member] | USD [Member] | |||
Stock price | CAD / shares | CAD .10 | ||
Conversion price | $ 0.06 |
Derivative Liability - Schedu34
Derivative Liability - Schedule of Derivative Liability Activity (Details) - CAD | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative liabilities balance, beginning of period | CAD 260,677 | |
Issuance of derivative liabilities during the period | 19,166 | 253,318 |
Change in derivative liabilities during the period | (62,081) | 7,359 |
Derivative liabilities balance, end of period | CAD 217,762 | CAD 260,677 |
Capital Stock (Details Narrativ
Capital Stock (Details Narrative) | May 08, 2017CADshares | Apr. 09, 2017CADshares | Apr. 09, 2017USD ($)shares | Jan. 10, 2017 | Sep. 10, 2015CADshares | Sep. 10, 2015USD ($)shares | Jun. 30, 2017CADCAD / sharesshares | Jun. 30, 2016CADshares | Mar. 31, 2017CADshares |
Fair value of warrants granted | CAD (179,358) | CAD 21,783 | |||||||
Dividend yield | 0.00% | 0.00% | |||||||
Risk-free interest rate | 1.33% | 1.03% | |||||||
Expected volatility | 175.00% | 229.00% | |||||||
Expected term | 3 years 11 months 19 days | 3 years 10 months 6 days | |||||||
Warrants [Member] | |||||||||
Number of common share purchase warrants issued | shares | 200,000 | ||||||||
Proceeds from issuance of warrants | CAD 27,152 | ||||||||
Common stock warrant exercise price per share | CAD / shares | CAD 0.65 | ||||||||
Warrants term | 5 years | ||||||||
Fair value of warrants granted | CAD 27,152 | ||||||||
Dividend yield | 0.00% | ||||||||
Risk-free interest rate | 1.13% | ||||||||
Expected volatility | 221.00% | ||||||||
Expected term | 5 years | ||||||||
Number of warrants exercisable | shares | 1,375,000 | 1,175,000 | |||||||
Fair value of reflected as liability | CAD 115,555 | CAD 236,200 | |||||||
Stock Based Compensation [Member] | |||||||||
Number of options outstanding | shares | 695,000 | 930,000 | |||||||
Percentage of amount equivalent of issued and outstanding common shares | 15.00% | ||||||||
Number of common shares issued and outstanding | shares | 2,000,628 | 2,000,628 | |||||||
USD [Member] | Warrants [Member] | |||||||||
Proceeds from issuance of warrants | CAD 20,400 | ||||||||
Common stock warrant exercise price per share | CAD / shares | CAD 0.50 | ||||||||
Stock price | CAD / shares | CAD 0.11 | ||||||||
Fair value of warrants exercisable | CAD 139,180 | CAD 298,700 | |||||||
Consulting Agreement [Member] | |||||||||
Restricted common shares | shares | 100,000 | 100,000 | |||||||
Restricted common shares, value | CAD 27,186 | ||||||||
Common stock warrant exercise price per share | CAD / shares | CAD 0.65 | ||||||||
Warrants term | 5 years | ||||||||
Consulting Agreement [Member] | Restricted Common Stock [Member] | |||||||||
Restricted common shares | shares | 150,000 | ||||||||
Restricted common shares, value | CAD 45,197 | ||||||||
Number of restricted common shares issued for commitment fee | shares | 100,000 | ||||||||
Consulting Agreement [Member] | USD [Member] | |||||||||
Restricted common shares, value | CAD 33,000 | $ 20,390 | |||||||
Number of common shares issued for commitment fee, value | CAD 13,989 | ||||||||
Common stock warrant exercise price per share | CAD / shares | CAD 0.50 | ||||||||
Equity Purchase Agreement [Member] | USD [Member] | |||||||||
Restricted common shares | shares | 50,000 | 50,000 | |||||||
Restricted common shares, value | CAD 67,195 | ||||||||
Committed to purchase up to company's common shares | $ | $ 750,000 | ||||||||
Agreement expiration | expired in September 2016 | expired in September 2016 |
Capital Stock - Summary of Warr
Capital Stock - Summary of Warrants Outstanding (Details) | Sep. 03, 2014CAD | Sep. 03, 2014USD ($) | Jun. 30, 2017CADCAD / sharesshares |
Warrants [Member] | |||
Number of Warrants | shares | 1,375,000 | ||
Number of Exercisable Warrants | shares | 1,150,000 | ||
Weighted Average Exercise Price | CAD / shares | CAD 0.67 | ||
Grant Date Fair Value Equity | CAD | |||
Fair Value at June 30, 2017 of Vested Warrants - Liability | CAD | CAD 2,014,050 | CAD 115,555 | |
USD [Member] | Warrants [Member] | |||
Fair Value at June 30, 2017 of Vested Warrants - Liability | $ | $ 1,500,000 | ||
December 31, 2017 [Member] | |||
Number of Warrants | shares | 275,000 | ||
Number of Exercisable Warrants | shares | 50,000 | ||
Weighted Average Exercise Price | CAD / shares | CAD (0.05) | ||
Grant Date Fair Value Equity | CAD | |||
Fair Value at June 30, 2017 of Vested Warrants - Liability | CAD | CAD 5,050 | ||
December 31, 2017 [Member] | USD [Member] | |||
Weighted Average Exercise Price | CAD / shares | CAD 0.04 | ||
January 17, 2022 [Member] | |||
Number of Warrants | shares | 900,000 | ||
Number of Exercisable Warrants | shares | 900,000 | ||
Weighted Average Exercise Price | CAD / shares | CAD (0.87) | ||
Grant Date Fair Value Equity | CAD | |||
Fair Value at June 30, 2017 of Vested Warrants - Liability | CAD | CAD 82,800 | ||
January 17, 2022 [Member] | USD [Member] | |||
Weighted Average Exercise Price | CAD / shares | CAD 0.65 | ||
June 21, 2017 [Member] | |||
Number of Warrants | shares | 200,000 | ||
Number of Exercisable Warrants | shares | 200,000 | ||
Weighted Average Exercise Price | CAD / shares | CAD 0.50 | ||
Grant Date Fair Value Equity | CAD | |||
Fair Value at June 30, 2017 of Vested Warrants - Liability | CAD | CAD 27,705 | ||
June 21, 2017 [Member] | USD [Member] | |||
Weighted Average Exercise Price | CAD / shares | CAD (0.65) |
Capital Stock - Schedule of War
Capital Stock - Schedule of Warrant Activity (Details) - Warrants [Member] | 3 Months Ended |
Jun. 30, 2017CAD / sharesshares | |
Number of Warrants, Beginning Balance | shares | 1,197,500 |
Number of Warrants, Issued | shares | 200,000 |
Number of Warrants, Expired, unexercised | shares | (22,500) |
Number of Warrants, Ending Balance | shares | 1,375,000 |
Weighted Average Exercise Price, Beginning Balance | CAD / shares | CAD 0.68 |
Weighted Average Exercise Price, Issued | CAD / shares | 0.65 |
Weighted Average Exercise Price, Expired, unexercised | CAD / shares | 1.12 |
Weighted Average Exercise Price, Ending Balance | CAD / shares | CAD 0.67 |
Capital Stock - Schedule of Wei
Capital Stock - Schedule of Weighted Average Assumptions (Details) | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Equity [Abstract] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 175.00% | 229.00% |
Risk free interest rate | 1.33% | 1.03% |
Expected term | 3 years 11 months 19 days | 3 years 10 months 6 days |
Capital Stock - Schedule of Opt
Capital Stock - Schedule of Option Activity (Details) - Options [Member] | 3 Months Ended |
Jun. 30, 2017CAD / sharesshares | |
Shares Outstanding, Beginning | shares | 695,000 |
Shares Outstanding, Granted | shares | |
Shares Outstanding, Ending | shares | 695,000 |
Weighted Average Exercise Price, Beginning | CAD / shares | CAD 0.99 |
Weighted Average Exercise Price, Granted | CAD / shares | |
Weighted Average Exercise Price, Ending | CAD / shares | CAD 0.99 |
Capital Stock - Schedule of Sto
Capital Stock - Schedule of Stock Options Outstanding and Exercisable (Details) | 3 Months Ended |
Jun. 30, 2017CAD / sharesshares | |
Exercise Price One [Member] | |
Weighted Average Exercise Price | CAD / shares | CAD 1.73 |
Shares Outstanding | shares | 185,000 |
Weighted Average Remaining Contractual Life (Years) | 2 years 5 months 16 days |
Options Exercisable | shares | 185,000 |
Weighted Average Exercise Price | CAD / shares | CAD 1.73 |
Weighted Average Remaining Contractual Life (Years) | 2 years 5 months 16 days |
Exercise Price Two [Member] | |
Weighted Average Exercise Price | CAD / shares | CAD 2.43 |
Shares Outstanding | shares | 85,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 6 months 7 days |
Options Exercisable | shares | 85,000 |
Weighted Average Exercise Price | CAD / shares | CAD 2.43 |
Weighted Average Remaining Contractual Life (Years) | 3 years 6 months 7 days |
Exercise Price Three [Member] | |
Weighted Average Exercise Price | CAD / shares | CAD 0.38 |
Shares Outstanding | shares | 425,000 |
Weighted Average Remaining Contractual Life (Years) | 4 years 3 months 29 days |
Options Exercisable | shares | 155,833 |
Weighted Average Exercise Price | CAD / shares | CAD 0.38 |
Weighted Average Remaining Contractual Life (Years) | 4 years 3 months 29 days |
Exercise Price Four [Member] | |
Weighted Average Exercise Price | CAD / shares | CAD 0.99 |
Shares Outstanding | shares | 695,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 9 days |
Options Exercisable | shares | 425,833 |
Weighted Average Exercise Price | CAD / shares | CAD 1.38 |
Weighted Average Remaining Contractual Life (Years) | 3 years 4 months 6 days |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - CAD | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Taxable income under canadian Federal | ||
Net operating loss carry forwards | CAD 3,702,500 | |
Operating loss carryforward expiration | expire between 2019 and 2037 |
Commitments and Contingencies42
Commitments and Contingencies (Details Narrative) | May 08, 2017CADshares | Apr. 09, 2017CADshares | Mar. 27, 2017CAD | Mar. 13, 2017CAD | Feb. 23, 2017CAD | Jan. 23, 2017shares | Jan. 10, 2017CAD / sharesshares | May 19, 2016CADshares | Sep. 03, 2014CADshares | Sep. 03, 2014USD ($)shares | Apr. 23, 2014CAD | Dec. 02, 2013 | Jun. 30, 2017CADshares | Jun. 30, 2016CAD | Mar. 31, 2016shares | Mar. 31, 2017CAD / shares | Mar. 31, 2017$ / shares | Jan. 10, 2017$ / shares | May 19, 2016USD ($) |
Operating lease term | 5 years | ||||||||||||||||||
Operating lease expiry date | Nov. 30, 2018 | ||||||||||||||||||
Payment for rent | CAD 1,390 | ||||||||||||||||||
Property taxes operating expenses | 847 | ||||||||||||||||||
Rental expenses | 6,711 | CAD 6,525 | |||||||||||||||||
Gross sales | 1,000,000 | ||||||||||||||||||
Consulting fee | CAD 418,875 | CAD 427,000 | |||||||||||||||||
Connectus, Inc. [Member] | |||||||||||||||||||
Number of common stock shares issued for compensation | shares | 93,000 | ||||||||||||||||||
The Eversull Group Inc [Member] | |||||||||||||||||||
Number of restricted common shares | shares | 100,000 | ||||||||||||||||||
Precentage of introduction fee | 3.00% | ||||||||||||||||||
Carter, Terry & Company [Member] | |||||||||||||||||||
Agreement term | 2 years | ||||||||||||||||||
Number of restricted common shares | shares | 150,000 | ||||||||||||||||||
Percentage of placement fee equal to gross purchase price paid for equity | 10.00% | ||||||||||||||||||
Precentage of gross funds | 8.00% | ||||||||||||||||||
Precentage of captial raised | 4.00% | ||||||||||||||||||
USD [Member] | The Eversull Group Inc [Member] | |||||||||||||||||||
Minimum monthly retainer | CAD 2,000 | ||||||||||||||||||
USD [Member] | Carter, Terry & Company [Member] | |||||||||||||||||||
Gross sales | CAD 1,000,000 | ||||||||||||||||||
USD [Member] | Carter, Terry & Company [Member] | Maximum [Member] | |||||||||||||||||||
Number of restricted common shares | shares | 1,000,000 | ||||||||||||||||||
Warrants [Member] | |||||||||||||||||||
Number of warrants exercisable per share | CAD / shares | CAD 0.054 | ||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||
Number of warrants granted vested, shares | shares | 300,000 | 300,000 | |||||||||||||||||
Unvested portion vesting pro-rata raised in offering value | CAD 335,675 | ||||||||||||||||||
Vested offering costs | CAD 2,014,050 | CAD 115,555 | |||||||||||||||||
Warrants [Member] | Connectus, Inc. [Member] | |||||||||||||||||||
Number of warrants vested during the period | shares | 100,000 | ||||||||||||||||||
Warrants [Member] | USD [Member] | |||||||||||||||||||
Number of warrants exercisable per share | $ / shares | $ 0.04 | ||||||||||||||||||
Unvested portion vesting pro-rata raised in offering value | $ | $ 250,000 | ||||||||||||||||||
Vested offering costs | $ | $ 1,500,000 | ||||||||||||||||||
Consulting Agreements [Member] | Warrants [Member] | |||||||||||||||||||
Number of warrants issued during the period | shares | 625,000 | ||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||
Employment Agreements [Member] | |||||||||||||||||||
Payment for commitments | CAD 427,000 | ||||||||||||||||||
Contingent payments | CAD 600,000 | ||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||
Number of warrants issued during the period | shares | 900,000 | ||||||||||||||||||
Number of warrants exercisable per share | CAD / shares | CAD 0.86 | ||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||
Number of restricted common shares | shares | 100,000 | ||||||||||||||||||
Consulting Agreement [Member] | Agent [Member] | |||||||||||||||||||
Available for sale combination of equity and or debt | CAD 13,427,000 | ||||||||||||||||||
Agreement term | 1 year | ||||||||||||||||||
Number of restricted common shares | shares | 100,000 | ||||||||||||||||||
Percentage of placement fee equal to gross purchase price paid for equity | 8.00% | 8.00% | |||||||||||||||||
Percentage of administrative fee of gross purchase price paid for equity | 4.00% | 4.00% | |||||||||||||||||
Percentage of placement fee | 4.00% | 4.00% | |||||||||||||||||
Percentage of common stock shares issuable upon exercise of conversion of all securities | 8.00% | 8.00% | |||||||||||||||||
Consulting Agreement [Member] | USD [Member] | |||||||||||||||||||
Number of warrants exercisable per share | $ / shares | $ .65 | ||||||||||||||||||
Consulting Agreement [Member] | USD [Member] | Agent [Member] | |||||||||||||||||||
Available for sale combination of equity and or debt | $ | $ 10,000,000 | ||||||||||||||||||
Three Year Sponsored Research Contract [Member] | |||||||||||||||||||
Payment for contribution | CAD 130,000 | ||||||||||||||||||
Payments to researcher | 10,000 | ||||||||||||||||||
Gross sales | 50,000 | ||||||||||||||||||
Three Year Sponsored Research Contract [Member] | Maximum [Member] | |||||||||||||||||||
Gross sales | 1,000,000 | ||||||||||||||||||
Three Year Sponsored Research Contract [Member] | After First Commercial Sale [Member] | |||||||||||||||||||
Amount for patent | 50,000 | ||||||||||||||||||
Three Year Sponsored Research Contract [Member] | Year One [Member] | |||||||||||||||||||
Payment for contribution | 130,000 | ||||||||||||||||||
Three Year Sponsored Research Contract [Member] | Year Two [Member] | |||||||||||||||||||
Payment for contribution | 130,000 | ||||||||||||||||||
Three Year Sponsored Research Contract [Member] | Year Three [Member] | |||||||||||||||||||
Payment for contribution | 70,000 | ||||||||||||||||||
Three Year Sponsored Research Contract [Member] | U.S. Patent Office [Member] | |||||||||||||||||||
Amount for patent | CAD 40,000 | ||||||||||||||||||
Four Year Sponsored Research Contract [Member] | |||||||||||||||||||
Payment for contribution | CAD 210,000 | ||||||||||||||||||
Payments to researcher | 10,000 | ||||||||||||||||||
Gross sales | 50,000 | ||||||||||||||||||
Four Year Sponsored Research Contract [Member] | July 28, 2017 [Member] | |||||||||||||||||||
Payment for commitments | CAD 50,000 | ||||||||||||||||||
Four Year Sponsored Research Contract [Member] | Maximum [Member] | |||||||||||||||||||
Gross sales | 1,000,000 | ||||||||||||||||||
Four Year Sponsored Research Contract [Member] | After First Commercial Sale [Member] | |||||||||||||||||||
Amount for patent | 50,000 | ||||||||||||||||||
Four Year Sponsored Research Contract [Member] | Year One [Member] | |||||||||||||||||||
Payment for contribution | 210,000 | ||||||||||||||||||
Four Year Sponsored Research Contract [Member] | Year Two [Member] | |||||||||||||||||||
Payment for contribution | 210,000 | ||||||||||||||||||
Four Year Sponsored Research Contract [Member] | Year Three [Member] | |||||||||||||||||||
Payment for contribution | 210,000 | ||||||||||||||||||
Four Year Sponsored Research Contract [Member] | U.S. Patent Office [Member] | |||||||||||||||||||
Amount for patent | 40,000 | ||||||||||||||||||
Four Year Sponsored Research Contract [Member] | Year Three [Member] | |||||||||||||||||||
Payment for contribution | CAD 62,500 | ||||||||||||||||||
One Year Agreement [Member] | |||||||||||||||||||
Consulting fee | CAD 5,500 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - CAD | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Bad debt recovery | CAD 3,270 | |
Officer [Member] | ||
Amount receivable from an officer | 17,656 | |
Allowance for doubtful accounts | CAD 14,386 |
Financial Instruments (Details
Financial Instruments (Details Narrative) - CAD | 12 Months Ended | |||
Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2016 | |
Cash | CAD 87 | CAD 1,553 | CAD 2,900 | CAD 173 |
Current liabilities | 897,442 | 946,122 | ||
Warrant liability | 236,200 | 115,555 | ||
Term loan | 48,894 | 50,796 | ||
Convertible note | 26,076 | 67,953 | ||
Promissory note | 16,456 | 48,899 | ||
Derivative liability | 260,677 | CAD 217,762 | ||
Consulting Agreement [Member] | ||||
Warrants to purchase, shares | 1,175,000 | |||
Warrants exercise price | CAD 0.65 | |||
Consulting Agreement [Member] | Connectus Warrants [Member] | ||||
Warrants exercise price | 0.052 | |||
Consulting Agreement [Member] | Midtown Warrants [Member] | ||||
Warrants exercise price | 0.85 | |||
Consulting Agreement [Member] | USD [Member] | ||||
Warrants exercise price | 0.50 | |||
Consulting Agreement [Member] | USD [Member] | Connectus Warrants [Member] | ||||
Warrants exercise price | 0.04 | |||
Consulting Agreement [Member] | USD [Member] | Midtown Warrants [Member] | ||||
Warrants exercise price | CAD 0.65 | |||
Canadian Chartered Bank [Member] | ||||
Cash | CAD 87 | CAD 1,553 | ||
Canadian Deposit Insurance Corporation [Member] | ||||
Cash deposits | CAD 100,000 | |||
Maximum [Member] | ||||
Contractual maturities | 30 days |
Financial Instruments - Summary
Financial Instruments - Summary of Fair Value of Financial Liabilities (Details) | Jun. 30, 2017CAD |
Derivative liability - Warrants | CAD 217,762 |
Warrant Liability [Member] | |
Derivative liability - Warrants | 115,555 |
Level 1 [Member] | |
Derivative liability - Warrants | |
Level 1 [Member] | Warrant Liability [Member] | |
Derivative liability - Warrants | |
Level 2 [Member] | |
Derivative liability - Warrants | |
Level 2 [Member] | Warrant Liability [Member] | |
Derivative liability - Warrants | |
Level 3 [Member] | |
Derivative liability - Warrants | 217,762 |
Level 3 [Member] | Warrant Liability [Member] | |
Derivative liability - Warrants | CAD 115,555 |
Financial Instruments - Summa46
Financial Instruments - Summary of Changes in the Fair Value of Level 3 Financial Liabilities (Details) - CAD | 3 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Mar. 31, 2017 | |
Warrant Liability [Member] | ||
Balance at beginning of period | CAD 236,200 | CAD 27,479 |
Derivative instruments granted or vested | 27,152 | 633,000 |
Derivative instruments exercised | (55,321) | |
Change in fair market value, recognized in operations as professional fees | (147,797) | (368,958) |
Balance at end of period | 115,555 | 236,200 |
Convertible Note Derivative Warrant Liability [Member] | ||
Balance at beginning of period | 260,677 | |
Derivative instruments issued | 19,166 | 253,318 |
Change in fair market value, recognized in operations as fair value change in derivative liability | (62,081) | 7,359 |
Balance at end of period | CAD 217,762 | CAD 260,677 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Nov. 08, 2017shares | Oct. 24, 2017CAD | Aug. 15, 2017CAD | Aug. 08, 2017CAD | Jun. 21, 2017CADCAD / sharesshares | Jun. 30, 2017CADCAD / sharesshares | Jun. 30, 2017USD ($)shares | Jun. 30, 2016CAD | Jun. 30, 2017$ / shares | Jun. 21, 2017$ / shares | Apr. 19, 2017 | May 04, 2016 |
Debt interest rate | 30.00% | |||||||||||
Work fee | CAD (16,504) | CAD 154,755 | ||||||||||
Proceeds from convertible notes | CAD 37,932 | |||||||||||
Convertible Note [Member] | ||||||||||||
Number of common stock issued during the period | shares | 200,000 | |||||||||||
Warrant exercisable price per share | CAD / shares | CAD 0.65 | |||||||||||
Warrant term | 5 years | 5 years | ||||||||||
Number of options granted, shares | shares | 200,000 | 200,000 | ||||||||||
USD [Member] | ||||||||||||
Convertible note | CAD 500,000 | |||||||||||
Debt interest rate | 12.00% | |||||||||||
Common stock conversion price per share | $ / shares | $ 0.25 | |||||||||||
USD [Member] | Convertible Note [Member] | ||||||||||||
Warrant exercisable price per share | $ / shares | $ 0.50 | |||||||||||
Common stock trading price per share | CAD / shares | CAD 1 | |||||||||||
Subsequent Event [Member] | Directors And Officers [Member] | ||||||||||||
Number of options granted, shares | shares | 800,000 | |||||||||||
Subsequent Event [Member] | External Counsel [Member] | ||||||||||||
Number of options granted, shares | shares | 50,000 | |||||||||||
Subsequent Event [Member] | Three Management Personnel [Member] | ||||||||||||
Number of options granted, shares | shares | 1,050,000 | |||||||||||
Number of cancelled common share | shares | 600,000 | |||||||||||
Subsequent Event [Member] | Stock Options [Member] | ||||||||||||
Number of options granted, shares | shares | 850,000 | |||||||||||
Subsequent Event [Member] | Mitacs Accelerate Program [Member] | ||||||||||||
Stock granted, value | CAD 400,000 | |||||||||||
Financial contribution | CAD 180,000 | |||||||||||
Grant award balance | 400,000 | |||||||||||
Grant amount total | 220,000 | |||||||||||
Subsequent Event [Member] | Claim [Member] | ||||||||||||
Claim payment amount | CAD 25,000 | |||||||||||
Claim hearing date | Feb. 6, 2018 | |||||||||||
Subsequent Event [Member] | Fixed Price Convertible Note [Member] | ||||||||||||
Convertible note | CAD 520,160 | |||||||||||
Number of common stock issued during the period | shares | 100,000 | 100,000 | ||||||||||
Number of common stock share issued for purchase warrants | shares | 200,000 | |||||||||||
Warrant exercisable price per share | CAD / shares | CAD 0.65 | |||||||||||
Warrants term | 5 years | 5 years | ||||||||||
Debt interest rate | 10.00% | |||||||||||
Debt instrument, term | 45 days | 45 days | ||||||||||
Payment of convertible note | CAD 50,000 | |||||||||||
Subsequent Event [Member] | Convertible Notes [Member] | ||||||||||||
Common stock trading price per share | CAD / shares | CAD 0.12 | |||||||||||
Subsequent Event [Member] | Bonify [Member] | ||||||||||||
Purchase and installation of oil equipment | CAD 1,450,000 | |||||||||||
Subsequent Event [Member] | Kernaghan and Partners Ltd. [Member] | ||||||||||||
Work fee | CAD 25,000 | |||||||||||
Description on agency fee | Cash commission (the Agency Fee) of 6% of the gross proceeds from the sale of Common Shares pursuant to the offering, except for sales to persons on the presidents list, in respect of which the commission shall be reduced to 2% of the gross proceeds received from such persons; | |||||||||||
Warrant term | 2 years | |||||||||||
Percentage of placement fee is equal to gross proceeds | 6.00% | |||||||||||
Subsequent Event [Member] | Kernaghan and Partners Ltd. [Member] | Minimum [Member] | ||||||||||||
Percentage of placement fee is equal to gross proceeds | 2.00% | |||||||||||
Subsequent Event [Member] | USD [Member] | ||||||||||||
Convertible note | CAD 500,000 | |||||||||||
Amount of proceeds raised from placement | 358,000 | |||||||||||
Subsequent Event [Member] | USD [Member] | Fixed Price Convertible Note [Member] | ||||||||||||
Convertible note | CAD 408,000 | |||||||||||
Proceeds from issuance of common stock | $ | $ 50,000 | |||||||||||
Warrant exercisable price per share | $ / shares | 0.50 | |||||||||||
Common stock trading price per share | CAD / shares | CAD 0.10 | |||||||||||
Subsequent Event [Member] | USD [Member] | Fixed Price Convertible Note [Member] | Minimum [Member] | ||||||||||||
Common stock conversion price per share | $ / shares | $ 0.07 | |||||||||||
Subsequent Event [Member] | USD [Member] | Fixed Price Convertible Note [Member] | Maximum [Member] | ||||||||||||
Common stock conversion price per share | CAD / shares | CAD 0.10 | |||||||||||
Subsequent Event [Member] | USD [Member] | Convertible Note [Member] | ||||||||||||
Convertible note | CAD 358,000 | |||||||||||
Subsequent Event [Member] | Joint Venture [Member] | ||||||||||||
Ownership percentage | 96.00% | |||||||||||
Subsequent Event [Member] | ARA [Member] | ||||||||||||
Ownership percentage | 4.00% |